Common use of Repurchase upon a Change in Control Clause in Contracts

Repurchase upon a Change in Control. Upon any Change in Control (as defined below) with respect to the Company, each Holder shall have the right (the “Change in Control Repurchase Right”), at the Holder’s option, to require the Company to repurchase all of such Holder’s Securities, or a portion thereof which is $1,000 in principal amount or any positive integral multiple thereof, on the date (the “Change in Control Repurchase Date”) that is 30 business days after the date of the Change in Control Notice (as defined below) at the Repurchase Price, plus accrued and unpaid interest to, but not including, the Change in Control Repurchase Date. At the option of the Company, the Repurchase Price for Securities the Company is required to repurchase pursuant to a Change in Control may be paid in Cash, Common Stock or a combination of both, subject to certain conditions as set forth in the Indenture. Within 30 days after the occurrence of a Change in Control of the Company, the Company shall mail to all Holders of record of the Securities a notice (the “Change in Control Notice”) of the occurrence of such Change in Control and the Change in Control Repurchase Right arising as a result thereof. The Company shall deliver a copy of the Change in Control Notice to the Trustee and shall disseminate a copy via a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases. To exercise the Change in Control Repurchase Right, a Holder of Securities must deliver on or before the close of business on the 30th day after the date of the Change in Control Notice irrevocable written notice to the Trustee, or to a Paying Agent designated by the Company for such purpose in the Change in Control Notice, in the form of the Option of Holder to Elect Repurchase Notice on the back of the Security, of the Holder’s exercise of such right together with the Securities with respect to which the right is being exercised, duly endorsed for transfer. A “Change in Control” of the Company shall be deemed to have occurred at such time as: (i) any person acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company’s capital stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company’s capital stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its subsidiaries or any of its employee benefit plans; or (ii) the conveyance, sale transfer or lease by the Company of all or substantially all of its assets to another person. However, a Change in Control will not be deemed to have occurred if:

Repurchase upon a Change in Control. Upon any Change in Control (as defined below) with respect to the Company, each Holder shall have the right (the “Change in Control Repurchase Right”), at the Holder’s option, to require the Company to repurchase all of such Holder’s Securities, or a portion thereof which is $1,000 in principal amount or any positive integral multiple thereof, on the date (the “Change in Control Repurchase Date”) that is 30 business days after the date of the Change in Control Notice (as defined below) at the Repurchase Price, plus accrued and unpaid interest interest, if any, to, but not including, the Change in Control Repurchase Date. Provisions of this Indenture that apply to the repurchase of Securities pursuant to this Section 3.01 of all of a Security also apply to the repurchase of such portion of such Security. At the option of the Company, all or a specified percentage of the Repurchase Price for of Securities the Company is required to repurchase pursuant to in respect of which a Change in Control Notice pursuant to this Section 3.01 has been given may be paid in Cash, by the Company by the issuance of a number of shares of Common Stock or, in the case of a merger in which the Company is not the surviving corporation, common stock, depositary receipts or a combination other certificates representing common equity interests of boththe surviving corporation or its direct or indirect parent (which shall be considered Common Stock for purposes of this Section 3.01), equal to, per $1,000 principal amount of Securities, the quotient obtained by dividing (i) $1,000 minus the amount of the Repurchase Price the Company has elected to pay in Cash by (ii) the product of (A) the Market Price (as defined below) of the Common Stock, subject to certain conditions as set forth the next succeeding paragraph, and (B) 0.95. The Company will not issue fractional shares of Common Stock in the Indenture. Within 30 days after the occurrence of a Change in Control payment of the Company, Repurchase Price in connection with the Company shall mail to all Holders exercise of record of the Securities a notice (the “Change in Control Notice”) of the occurrence of such Change in Control and the any Change in Control Repurchase Right arising as Right. Instead the Company will pay Cash based on the Market Price for all fractional shares. The Market Price of a result thereoffractional share shall be determined to the nearest 1/1,000th of a share, by multiplying the applicable Market Price of a full share by the fractional amount and rounding to the nearest whole cent. It is understood that if a Holder elects to have more than one Security repurchased, the number of shares of Common Stock shall be based on the aggregate principal amount of Securities to be repurchased. In the event that the Company is unable to purchase the Securities of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable state securities laws cannot be obtained, the Company may purchase the Securities of such Holder or Holders for Cash. The Company shall deliver a copy of may not change its election with respect to the consideration to be paid once the Company has given its Change in Control Notice to Securityholders except pursuant to the Trustee and shall disseminate immediately preceding sentence in the event of a copy via a press release through Dow Xxxxx & Companyfailure to satisfy, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases. To exercise the Change in Control Repurchase Right, a Holder of Securities must deliver on or before prior to the close of business on the 30th day after Change in Control Repurchase Date, any condition to the payment of the Repurchase Price in shares of Common Stock. At least three business days before the date of the Change in Control Notice irrevocable written notice (as defined below), the Company shall deliver an Officers’ Certificate to the Trustee, or to a Paying Agent designated Trustee specifying: (a) the manner of payment selected by the Company for such purpose Company; (b) the information required to be included in the Change in Control Notice, in the form of the Option of Holder to Elect Repurchase Notice on the back of the Security, of the Holder’s exercise of such right together with the Securities with respect to which the right is being exercised, duly endorsed for transfer. A “Change in Control” of the Company shall be deemed to have occurred at such time as: (i) any person acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company’s capital stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company’s capital stock that are entitled to vote generally in elections of directors, other than an acquisition by the Company, any of its subsidiaries or any of its employee benefit plans; or (ii) the conveyance, sale transfer or lease by the Company of all or substantially all of its assets to another person. However, a Change in Control will not be deemed to have occurred if:;